§3013 Board of Directors

Summary

The Bank is run by a Board of Directors made up of 15 people. Each director serves a 3-year term and can stay on until a successor is ready. The President picks three directors (one from small business owners who are manufacturers or retailers, one from U.S. agency or department officers, and one with strong cooperative experience for low-income co-ops). The holders of class B and class C stock elect the other 12 directors. Any President-appointed director can be removed by the President for cause. The day after the Final Government Equity Redemption Date, most President-appointed directors must resign, but the small business owner and one designated government officer can stay until replaced. President-appointed directors may serve on Board committees, but no committee can have more than one of them. Stockholder elections follow the Bank’s bylaws and nominations come from five coop groups (housing, consumer goods, low-income, consumer services, and other eligible co-ops). When there are three or more shareholder directors, the Board must include at least one director for housing co-ops, one for low-income co-ops, and one for consumer goods and services co-ops. Nominees must have at least three years’ experience in the coop type they would represent, and no coop class may have more than three directors. Directors may serve no more than two consecutive full three-year terms. A Bank officer cannot be a director. The Bank must give voting stockholders advance notice of nominees and how to nominate others, and each voting stockholder must share that info with its members. The Board elects a chair and vice chair each year and may pick a secretary who need not be a director. The Board sets the Bank’s policies and directs its management. The Board must meet at least quarterly. Meetings are open to eligible cooperatives and invited observers, under rules the Board makes about notice, agendas, time, and debate. The chair, with a majority of the Board present, can move a meeting into a closed session for matters like loans, applications, or personnel that touch on privacy. Government officers on the Board get no extra pay. The small business appointee and the low-income coop appointee get pay equal to the daily rate for grade GS–18 under section 5332 of title 5 and travel expenses like intermittent Government workers under section 5703(b) of title 5. Elected directors are paid according to the bylaws. All Board pay and expenses are paid by the Bank.